Decepticon TIC
by SLOW INCINERATION
Summary: (Completely AU, characters from all fandoms. *Warning* Soundwave is female in this story.) Soundwave is captured by the Autobots, and cannot hide her secret that she, the silent Decepticon TIC, is a femme. Will Soundwave find acceptance amongst her enemies? Will she find love? Healing? Read on to find out!
1. Chapter 1

**Chapter 1: A Strategic Capture**

The Autobots had come out on top in this battle, a welcome relief to a series of losses that was strung behind this victory. The victory was by no means small, but it was only slightly worth the loss of life that it took to take this prison.

Optimus Prime looked around the dreary building, then at the prisoners that were limping out of the their cells to those that were being carried. He saw a carrier clutching the cold form of a sparkling in her arms, coolant leaking down her face.

"Sir!" Someone called, causing the Prime to turn. He caught sight of his Lieutenant, Jazz, running towards him at full speed. "Quickly, Optimus, you must come!" He was venting heavily.

The tall mech was immediately on alert as he looked at his Lieutenant. "What is it, Jazz?" He demanded, pedes beginning to move at a fast pace.

"It's Soundwave sir!" Jazz responded, running beside him. "We discovered him wiping the systems! Sideswipe is trying to keep him distracted, and Sunny's trying to take him down." The silver mech responded, prying open a set of doors to reveal the fight.

Optimus stopped for a moment, watching. The tall, visored mech was standing between the two, Sideswipe rollerblading around him in an attempt to get behind the Decepticon TIC. Sunny was snapping his whip, trying to trip up the bigger con.

"Soundwave!" Optimus shouted, his authoratative voice immediately ceasing the battle.

The tall con looked towards him and Optimus took a step forward. "Stand down, Soundwave." He ordered.

The tall, navy blue mech saw his chance and grabbed a hold of the whip wrapped around his wrist, pulling Sunny towards him.

The yellow Autobot stumbled forward and Soundwave reached a servo out to grab him when a flash of black appeared.

Soundwave looked up in time to see the Autobot Weapons Specialist, Ironhide, closing in on her.

The black mech had a huge hammer in his grasp and swung it towards the motionless con that silently watched the swing of the hammer.

Soundwave saw that the blow would land across her chassis, a blow that would take her down but she'd survive. But not Lazerbeak or the... Lazerbeak would willingly take the blow, but she refused to let the minicon do so.

Thinking quickly, Soundwave jumped into the air, the hammer smashing into her side and throwing her sideways. Circuits shorted out and wiring strained and snapped as she felt herself bounce twice on the floor before landing on her abdomen.

Soundwave tried to rise from where she fell, but was unable to. She just turned her visor to look up at the group of mechs that had surrounded her.

"Bring him back to Iacon." Optimus Prime ordered in his baratone voice.

Servos reached down to grab her, and Soundwave could see it was the lieutenant Jazz, and weapon's specialist, Ironhide. She weakly tried to resist them as they dragged her along behind them towards the carriers that they had arrived in, but couldn't do much.

Warnings flashed across her visor, telling of the damage the blow had done to her frame as well as several other wounds that she had received in the takeover.

Slumping towards the ground as she was dragged, Soundwave slowly lost consciousness to everything around her only to be embraced by the horrifying darkness of unconsciousness... She had used to not be afraid of darkness until he had...

Soundwave lost consciousness.


	2. Chapter 2

**Chapter 2: A Prisoner**

Soundwave awoke slowly to Lazerbeak's insistent pinging, trying to awaken his creator from her unconscious state.

Onlining slowly, Soundwave found herself restrained on a berth that was tilted slightly. She attempted to sit up, but found that she couldn't, so she lay still as her HUD processed the damage to her body. The damage was mostly in her core and side, where IronHide had smashed his hammer into her side.

Laying her helm back down, Soundwave knew they were watching... monitoring her, so she turned her helm and looked at the wall she knew they were watching her from behind.

Soundwave stared towards it through her visor, although a corner of her processor was worried about something else... Not for her, but something within her.

 _Autobot POV_  
"What do you make of him?" Optimus Prime asked, turning to his second, Jazz, and weapon's specialist, IronHide.

Jazz was inently studying the Decepticon Communications Officer. "He seems a lil strunge." He answered, looking up at his leader. "A lil off."

A loud grunt came from IronHide. "Seems the same to me." He responded coldly, arms crossed as he looked in at the restrained Decepticon. "Just another con that needs a good beating."

Looking at IronHide, Optimus shook his helm. "We cannot do that. It would contradict what we stand for." He answered, putting a calming servo on the black mech's shoulder.

"You know that sometimes, we have to sacrifice what we believe in." IronHide answered. "If you do not feel comfortable with it, I can do it." He added calmly, looking up at the Prime.

"Hide's right, Prime." Jazz said from beside him. "We've got ourselves tha chance o' a lifetime." He said, looking in at the Communications Officer, who looked towards them. "We'll go easa at first." He added.

"Yeah. We can't just let this opportunity pass through our servos!" IronHide told him, looking in at Soundwave. "The punk looks so cocky, my fists are just itching."

Optimus sighed as he looked down at them. "If you promise me that it won't go over the top, I will allow it." He answered, feeling guilty for passing the order.

Jazz nodded and saluted once. "Yessir!" He said with a wide smile, looking at IronHide.

The Prime looked between them. "I will sit in on it." He added, curious to see what they might be able to dig out of the emotionless con.

The two mechs nodded in response. "Should start now." Jazz said softly. "We'll bring in Prowler ta." He added, sending IronHide to get him.

Soundwave lay silently, staring at the somewhat normal wall, but after a quick scan, was revealed to be anything but... Yes. They were watching from there.

Laying patiently, Soundwave waited. She knew they would question her at some point.

As if on que to her thoughts, the door opened, letting in IronHide, Jazz and Prowl, who all moved over to her.

"Should we do it here?" IronHide asked them.

"I wouldna chance movin' him." Jazz answered, Prowl nodding. "Moving of a maximum security prisoner is very difficult and should be planned in advance." He told them.

Soundwave looked between the three mechs silently, mentally preparing herself what she knew was coming.

"How long do we have?" IronHide asked, flexing his digits slightly.

"An hour. After that, Ratchet's coming to check on his wounds." Prowl answered, doorwing's twitching as he moved over to Soundwave, connecting wiring to her body. "This will tell us if he's lying." He said, stepping back and listening as technicians in another room commed him that it was working and correctly connected.

Soundwave watched them in seeming disinterest, Lazerbeak sending nervous pinging to her, but she silenced him through the bond.

"We'd like some codes, Soundwave." Prowl told her calmly, faceplate cool and calm.

Looking around, Soundwave decided that Prowl was most likely going to be the one to ask the questions, IronHide would be the abuser, and Jazz would weave from one to the other. She looked back at Prowl, not responding with movement or words.

Prowl sighed as he looked at her. "You know that if you do not answer, we will be forced to take more drastic and uncomfortable methods?" He asked.

Again, Soundwave did nothing, just staring at him through her visor, which remained as a blank screen.

Sighing slightly, Prowl shook his helm. "I was hoping it wouldn't come to this." He said slowly, but before he could say another word, IronHide stepped forward, clenching his fist tightly as he looked at the silent Decepticon. "Answer or I'll make you." He ordered gruffly.

Soundwave looked at him, body relaxed and calm when really, on the inside, her spark was fluttering.

"I warned you." IronHide growled, drawing back and punching her hard across the helm.

Warnings flashed over the visor as Soundwave muted her external speakers, allowing her to cry out within the helmet while to others that were standing around heard nothing.

"Tough one, huh?" IronHide lifted his arm again, but Jazz grabbed it. "Lets jus' start with one, Hide." He said calmly.

Soundwave slowly turned to helm to look at them again, the blow still making her slightly dizzy.

Prowl shook his helm slightly and looked at her again. "We've intercepted from messages between the Decepticon parties." He said, crossing his arms as he looked at her. "We'd appreciate it if you would decode them for us... The sooner we finish this, the sooner you can be moved to a more comfortable place."

"Frag... you." Soundwave answered through recordings.

IronHide growled and punched her again, Lazerbeak giving a sharp chirp in response, trying to unlatch from her chassis, but she didn't let him.

Three pairs of optics fell to the simbiote, and Soundwave stared at them, cold fear beginning to fill her. 'No, no! Anything but that!' She thought in terror.

"Get the simbiote." Prowl ordered them and IronHide stepped forward, grabbing the wings as he tried to pull him off.

Soundwave was glad she had muted her external speakers while she cried out and pleaded with them to stop. She felt tears in her optics as she looked at them.

IronHide grunted as he was finally able to rip the small, bird-like simbiote loose of her chassis, pinning it as he kept it from getting loose.

Lazerbeak squawked and tried to flap his wings.

"Bring him into the other room." Prowl ordered him. Separating the simbiote from the creator would maybe help loosen up Soundwave... The silent Decepticon would most likely worry about Lazerbeak and maybe do anything to retrieve him.

Soundwave watched helplessly as she watched them take Lazerbeak away from her. She cut off their bond, blocking him out for now... She didn't want him hurt, but worse things would happen if they ended up betraying the Decepticons.


	3. Chapter 3

**Chapter 3: Questioning**

Soundwave was wanting to vent hard, but couldn't show that she was struggling to do so... Because she was restrained, she would be helpless to protect them. She shuddered at the thought... Already, with the blow to her side, she might've already lost them.

Looking over at the three mechs, Soundwave tried to get over the empty bond that she had blocked Lazerbeak out of... He was no doubt frightened, most likely keening and crooning for her, but she was helpless to either comfort or help him. By opening the bond, she'd just be exposing him to any pain she met.

Soundwave had been moved off of the berth, and now sat with her wrists connected to a table top... At least her core area would be protected from any blows...

"OK, Con." IronHide's voice reached her audios, but she refused to look up, just staring through her visor at Prowl, who sat across from her and was watching her calculatingly.

"If you'd just give us an answer, we could put you somewhere more comfortable." The weapon's specialist had continued speaking, but Soundwave still wouldn't acknowledge him, which caused his patience to quickly wear out.

A flash of movement caused Soundwave's HUD to warn of the incoming blow for her chassis. _'NO! Not there!'_ She pleaded inwardly, quickly reacting and tilting her helm down to intercept to blow. Fist met with helm, a crunching sound followed with sick snapping that came from both her neck and the fact that the blow had snapped off two of her four crown spikes.

A deep silence fell as Soundwave's HUD flashed dozens of warnings and her helm lulled, unable to keep it up. Pain filled her body, and she could hear the rapid talking of the three mechs and someone grabbed her chin, lifting her helm but only causing more pain to flash through her neck... It wasn't broken... Just...

"Put him back in the berth!" Prowl ordered IronHide, turning towards Jazz. "Go and get one of the medics." He added, tone cool.

The two mechs immediately obeyed, and Soundwave felt her wrists being released before she was lifted up and lain down on the berth. She could feel coolant streaming down her faceplate, the two mechs strapping her down becoming blurred. It hurt so much... Others believed her to be invincible, but it was much the opposite... She felt pain... Everyday. And everyone turned a blind optic to it.

Soundwave closed her optics, dry sobs threatening to rack her body, but she held him back... She was becoming delirious... Only _he_ liked her pain... She wasn't allowed to show it to anyone else... That demon...

Somebot was beside her now and Soundwave could barely make out the medic, Ratchet. He tilted her helm and began to feel her neck, digits exploring to make sure that there was no permanent or threatening damage, then picking up the more severe ones so that he should work on first.

"What did you do to him? I thought Optimus hadn't wanted it to be this bad!" Ratchet chastised.

"Nah... It was jus' a punch." Jazz responded, crossing his arms. "No' our fault tha' the mech canna take a punch." He added, looking at the medic. "An' we're plannin' on goin' further than tha' if we have ta."

Ratchet shook his helm as he got out his tools. "Chromia." He turned to look over his shoulder at the two femme's, Chromia and Moonracer, that he had brought to aid him. "You're going to need to give him something for the pain."

"Don't bother. He can't feel anything." IronHide growled.

Soundwave hoped they wouldn't listen to him, because she hurt so badly...

The blue femme glared at her mate, walking past him with an injection, feeling along Soundwave's arm for the right place to give it.

"I would ask that you three leave until I am finished here." Ratchet stated, looking at them, but Prowl shook his helm slightly. "Soundwave is maximum security. He will not be left here." He answered. "IronHide will remain in the room. Jazz and Blurr will remain outside the door." The Praxian answered, turning and disappearing.

Soundwave controlled her breathing carefully, trying to hide the pain from her shallow venting... But Ratchet was looking at her weirdly. He, as a medic, could pick up the signs of his patient's pain, and knew immediately that the TIC was in terrible pain.

The Decepticon began to feel the affects of the drugs that she had been given, and shut her optics tightly. _'Primus... If they find out...'_

Everything was silent as the three medics began to work on her body as she drifted off... One sentence ringing through her processor... _'I saved them... At least they are safe...'_


	4. Chapter 4

Soundwave kept her face downturned to keep from making optic contact with any of the Autobots standing in the room, cursing herself as a coolant tear leaked from the corner of her optic and trailed down her cheek agonizingly slowly as she tried to keep from bursting out sobbing as she bit the inside of her lip. She couldn't cry! Not with all of the autobots staring at her!

Turning her faceplates away from the stares, Soundwave refused to look at them, humiliated. Now her entire reputation that she had worked so hard to build, was falling away within a matter of a few moments. She was revealed to be a femme... That she had emotions... That she had weaknesses... That she wasn't invinsible... They were staring at her scars... Soundwave knew that they were. There was scaring from burns around her mouth that extended down her throat and beneath her chassis armour. That's why she spoke through recordings, because her voice would be hoarse and nearly too quiet for anyone to hear from her wounds. Her left optic was clouded and useless, burns around there as well.

"IronHide." Optimus Prime broke the silence, Soundwave casting a glance up at him and then staring back down at the ground. "Perhaps you should return the visor." The Autobot leader said softly, pointedly, the large black mech stepping forward and pressing it over her face, but it would re-attache since his carelessness in ripping it off had torn some of the latches.

Soundwave shook her helm and turned her face away, staring at the other wall as everybot in the room stepped back to stand near the door, only Optimus Prime standing in front of the femme Decepticon.

"Soundwave." Optimus' voice was calm, gentle, as he reached out to touch her, immediately pulling his servo away when she flinched and tried to jerk away, reading the fear in her optics.

"Let ma try..." Jazz's soft tone interrupted, and the red and blue mech looked down at him before nodding and moving aside, the silver saboteur stepping forward. "Hey, uh... Soundwave?" He asked awkwardly as he pulled up a chair next to the femme who's optics flickered to his then to stare at the ground again. "Does... Does ol' buckethead know?" He asked now.

Soundwave was still and silent for several moments as he looked at him then just nodded mutely, still not turning her optics up from where they were fixated on his pedes, everybot in the room surprised at how she was acting... How different she was from what they had always thought.

"Well, uh..." Jazz rubbed the back of his helm awkwardly and just turned to look at Optimus Prime questioningly, the Prime nodding and stepping forward. "Soundwave. If I unrestrained you, would I have your word that you wouldn't attempt to escape?" He asked.

The Decepticon TIC's helm jerked up and she stared at him with lavender optics before shaking her helm once, but the gesture was sharp and made it's point, the Prime venting softly. "Your word that you will not cause trouble?" He asked now.

Soundwave lay still, contemplating... If she escaped, there was nothing to go back to besides _him._.. And maybe even death. She vented softly and nodded again, turning her faceplates away as tears stung her optics again, but she forced it down, servos clenching and unclenching as she ground her sharp denta as the stasis cuffs holding her to the berth were deactivated.

"Jazz... Escort Soundwave to medbay." Optimus Prime ordered as he dismissed the other mechs, who all left without another sound, Soundwave slowly standing upright from the berth.

"Sure, boss..." Jazz answered when Soundwave spoke, her voice causing him to jump and the Prime to stop in the doorway. "Lazerbeak...?"

Optimus Prime turned to look at the femme con now, optics narrowed before glancing over at Jazz. "Return her to him... her." He ordered calmly before vanishing, the silver saboteur left to stand awkwardly beside the recently uncovered TIC, shifting uncomfortably. "Well... Uh..." He glanced at her before shutting his mouth and walking out of the room, stopping outside the doorway and looking back as he waited for Soundwave.

Hesitantly, Soundwave followed slowly behind the other bot, walking out of the room slowly, holding her visor over her face with a servo as the saboteur typed in a code into the console of another door, the door sliding back and immediately Soundwave found Lazerbeak flying over her helm, pinging her desperately through the bond, asking what had happened. Wordlessly, Soundwave ordered the simbiote back to it's usual place, the Cyberbird connecting to her chassis silently now as she turned and stared at Jazz through her visor.

"Right... This wa'." Jazz stated as he turned on his pede and began to walk slowly down several halls, Soundwave having no trouble keeping up with the mech as she was led down to the medbay, IronHide and Blurr following behind her, no doubt as guards, all four stopping outside the medbay as the door slide back and Jazz entered, Soundwave hesitating at the door as she looked around. Her hidden optics took in the setting, Ratchet, Chromia, Moonracer and Wheeljack that all stood around the room, four sets of blue optics falling on her.

Soundwave stood silently in the doorway before a growl from IronHide forced her to move forward slowly into the room, her vents coming in ragged, shallow intervals as she felt as if she was going to be tortured here, her optics widening slightly as a servo hovered over her abdomen a little as she forced herself to try to watch all of the Autobots around her at once, moving over to a corner where they couldn't attack her at her back.

Watching as Jazz moved over to Ratchet and the others, talking in a soft tone, Soundwave observed the room in an attempt to try to find any sort of escape route, venting hard as the discussion ended and Ratchet stepped forwards now. "Soundwave... I would like to finish your repairs and maybe boost your energy levels... But to do so, you need to lie down." The orange and white medic approached as Soundwave tensed, ready to fight back if need be.

Jazz noticed the tensing in her frame and frowned a little, confused as to why she was so jumpy. "Hey, Ratch, uh, don' touch..." He was a little late as the CMO reached out to take the Decepticon's arm, Soundwave erupting into a flurry of movements as she attacked the Autobot medic frantically, IronHide, Blurr and Jazz immediately reacting as they charged the TIC.

Soundwave saw them coming and became even more panicked now, her current state not helping her in controlling her emotions, one servo still holding the visor in place as they approached and she realized she wouldn't be able to fight with one free servo...

A rush of wind for her abdomen reached her audios as IronHide swung his fist for her, the Decepticon dodging and dropping the visor as she struck out to block the blow, still hitting the wall as she dodged the next one, swinging a pede around and giving Jazz a glancing blow off of his shoulder as she spun and blocked Blurr, twisting away from the blows that were being cast her way, desperate as she attempted to get around them for the door.

The Decepticon TIC punched Blurr when he moved in, trying desperately to fight them all off as Blurr jumped onto her back, throwing her off-balance as Ratchet grabbed her right servo and pinned it to the berth, cuffing it.

Soundwave gave a cry as her optics widened with fear as horrible memories flashed through her and she kicked the medical officer in the chassis, sending him backwards to hit his helm off the wall, Soundwave then smashing her back down on the berth, jolting Blurr loose as she brought a pede down on his arm, immediately bringing her knee up into the side of his helm, stunning him.

Remembering IronHide, Soundwave turned to catch his fist in the jaw, crying out as she bounced off the berth and flipped over it, pain jolting up her cuffed arm from the sudden twist as she crashed onto ther berth, the sweet taste of energon filling her mouth as she trembled on the berth, optics wide as she watched IronHide approach her... His bulky form... His stance... She began to cry as she trembled helplessly, holding up a servo, opening her mouth to beg, but shut it again... He wanted her to beg... He _loved_ it when she begged.

"Hide!" Chromia suddenly appeared between them, pushing her mate back. "Stop! What do you think you're doing?!" She shouted at him, the big mech growling and glaring at her. "She attacked us first!" He shouted.

" _Look_ at her, Hide!" Chromia cried, pointing to Soundwave who was trembling on the berth, optics wide and lips slightly parted as she stared at him in horror, which slowly ebbed away until she was just lying there emotionlessly, staring at him without feeling.

IronHide glared at his mate as Jazz stepped up beside him, Blurr getting up from the ground and Ratchet re-appearing now as well, Wheeljack helping him. Moonracer moved over to Soundwave's side.

"Out! All of you, out!" Chromia cried, pointing to the door, Blurr, Ratchet and Wheeljack vanishing, needing no second urging, although both Ratchet and Wheeljack would come back at some point to continue whatever work they needed to do.

IronHide and Jazz remained, the silver corvette silent as he stared at Soundwave in what seemed to be concern, IronHide glaring at his mate before giving a frustrated vent and turning on his heel, disappearing as well as his hot-headed mate turned onto the saboteur. "You too! Out!" She shouted.

Jazz jumped. "Alrigh, alrigh! I'm goin' I'm goin'!" He cried as he left the room, but stood outside the door.

Soundwave's trembling lessened before vanishing completely when all of the mech's were gone from sight and hearing, although she was still tense, as if waiting for an attack. She could feel the optics of both femmes on her, but she didn't speak for a long time as she reached up to touch her split cheek, wincing a little. "I don't like mechs." She spat out, looking at them with an expression void of emotions before she lay back and just stared up at the roof.

Chromia moved up beside her now. "I'm sorra... Hide's a bit of a hard-helmed mech..." She answered as she looked down at the Decepticon TIC, Soundwave only giving a little shrug. "My visor." She answered, Chromia venting softly and holding it out to her, Soundwave holding it over her faceplates as she forced herself into stasis to escape from the autobots, decepticons and herself... But her stasis only brought on the nightmares.

–

"Why do you think she acted like that?" Moonracer whispered as if the Decepticon could still hear them.

"I don' know... She had a strange look in her optics." Chromia answered slowly, frowning a little. "She doesn't seem bothared by us... Only Hide and the other mechs." She murmured as she glanced at Moonracer. "Let's check her over while she canna resist." She added.

The mint-green femme nodded and got a scanner as Chromia stripped off some of the thick, outer armour to check for any hidden wounds that might have been caused during the fight, including her chassis armour as she whistled. "Hey, Moonie... C'mere an' look at this!"

Moonracer looked up as she came back, staring in shock at the marks on the Decepticon femme's chassis and abdomen. "Is that... Bites? Scratches?" She asked slowly as she moved closer and scanned the femme, setting the scanner down to wait for the results of anything beneath the protoform that they might otherwise miss.

"Looks like it, doesn' it?" Chromia asked as she reached out and touched one of the bites, noticing Soundwave flinch in her oblivian. "Somethin's goin' on that we don' know about." She stated, optics narrowing as Moonracer touched one of the deeper claw marks. "Who did this to her? And why?" She asked as she reached for the scanner that beeped the results.

Chromia shrugged as she touched the wounds and reached for some solvents that might soothe them and keep them from getting infected when she noticed that Moonracer was frozen looking at the scanner, optics wide. "Hey, Moonie? Somethin' wrong?" She asked in concern, the other femme looking up at her. "She's carrying..." She nearly whispered, her friend's optics narrowing. "One?" She asked as Moonracer shook her helm. "Split spark... Twins." She said, holding up the scanner.


	5. Chapter 5

_(A/N: There is a brief sexual scene here.)_

"What do we do?" Moonracer asked nervously as she looked at the Decepticon femme lying between them.

"Do you know who they belong too?" Chromia asked urgently, looking a little sire. "Like, who's the sire?" She added to better clarify her question to her friend.

Moonracer shook her helm slowly. "I wouldn't be able to know that until they're delivered... Or Soundwave tells us." The minty-green femme answered slowly, concerned. "And she's been a little tight lipped about all of it." She added, her friend nodding slowly. "Not many like to talk about theire abuse, and I have no doubts in my processor that she's being abused." Chromia responded.

"Do you really believe that, Chromia?" Moonracer asked, looking over the recharging femme sadly.

Chromia crossed her arms, looking angry. "Only possibility. These... Bite marks are infected, which would mean that Soundwave was either not comfortable to tell her partner, or he didn't care to have her treated for them." She explained.

Soundwave twitched where she lay, optical ridges furrowed as she began to shift uncomfortably.

"Do you think she's... Having a memory purge?" Moonracer asked softly as Chromia nodded. "Wake her up. We can do repairs with her awake just as well as if she were recharging."

Moonracer nodded and grabbed another syringe, inserting it into the TIC's neck cabling and slowly emptying the liquid into her energon lines.

 _Soundwave thrashed desperately... She couldn't see... Couldn't hear... She could feel his large, hulking frame shifting over her, feel the berth shift beneath his weight... She pulled against her restraints as she felt sharp denta at her frame, her neck, biting into her and making her cry out as she felt his weight settle over her frame, trapping her. She let out a broken sob as she felt him slide into her... Moving both inside and out, Soundwave helpless... She could feel the-_

Soundwave jolted online, sitting up and blindly lashing out, but felt someone grab her arms and gently, but firmly, pin her down. "Soundwave! Soundwave, it's ok! You're safe!" The voice of Moonracer penetrated the fog and Soundwave allowed them to ease her back on the berth as she tried to keep from sobbing, her chassis rising and falling rapidly as she moved her legs together in a defensive gesture.

The two Autobot femmes were looking at her in concern and pity, pity Soundwave didn't want or need. "Soundwave..." Moonracer spoke again now. "We... We found bites on your protoform, as well as other... signs of..."

Closing her optics, Soundwave gave a mute nod, knowing what Moonracer was hesitating to ask. "Y-Yes." She looked up at the two Autobots that looked at each other then at her. "Who did it, Soundwave?"

Sitting up, Soundwave's servos shook. "Megatro-on." She stammered out, looking at them with wide optics. "Please don't say anything! Please! He'll kill me if he finds out!" She cried uncharacteristically, trembling violent, desperation in her optics.

Chromia placed a servo on Soundwave's shoulder. "We won't say anything... But maybe you should tell this to Optimus? He could talk to Me-"

"No!" Soundwave cried out, optics wide with fear. "He'll kill me, then he'd kill the sparkli-..." She looked away, shaking... She had just broken down in front of _autobots_!

The two femmes nodded. "We know about them as well." Moonracer announced gently.

"Are they alright? I-I was struck in the abdomen... Are their protoforms alright?" She asked, fearful, but relaxed when the two femmes nodded. "They're fine, Soundwave."

Soundwave relaxed. "H-He doesn't know about them..." She whispered, realization dawning as both femmes stared at her in surprise. "Don't worry Soundwave... You won't be going back. The Autobots won't give you up without a very good reason." Chromia told her gently but Soundwave shook her helm. "He will make you a reason." She whispered softly.

Moonracer shook her helm. "You can give information in exchange for a deal." She murmured softly.

Soundwave thought about that... She could try to, but she doubted that she had anything of use for the Autobots, and anything she gave up would make her death all the more painful, so she mutely shook her helm, not wanting to tell them that all she really was to Megatron was a pleasure bot, a breeding bot, and the TIC part of it had just been a coverup.

"Well... Don't worry about it, alright?" Moonracer asked gently. "We'll stay with you and keep you safe." She added with a comforting smile.

Soundwave felt conflicted as well as confused. "Why would you help me?" She asked softly.

"Because that's what we do." Chromia answered. "I promise no one will hurt you here. If they so much as touch you, I'll knock their processor out!" She stated, fire in her optics.

"Come on... We'll bring you to where you'll be able to stay." Moonracer smiled reassuringly, taking Soundwave's servo and pulling her gently to her pedes, leading her down the hall and into a room. "You can stay here, and Optimus might let you stay on your own after you swear an oath to not do anything bad while you're here."

Soundwave nodded quietly and moved over to the window, looking out silently, the sound of the door closing the only sound to let her know that she was alone now, and she let a tear pass down her faceplates.


	6. Chapter 6

_(A/N: Hey guys! Sorry it took so long for an update. Really didn't mean for it to be that long. But I am slowly and surely updating all of my TRANSFORMER stories. I have a week off from work, until Saturday, since my wisdom teeth were pulled out. I am now confined to my bed, so I am going to try and update as much as possible. It is on saturday that the poll on my profile (Vote for your favourite stories so that they get more frequent updates) Will be taken down and the votes counted out. So vote if you want your favourite stories to win! 3 choices max.)_

A knock on the berthroom door reached Soundwave's audials and she tensed up for a moment before relaxing again… If it had been… _him_ he would've just walked right in and done whatever he wished to the helpless femme… Not that she was helpless. She fought and attempted to escape his hold, but never succeeded… So she just eventually gave up.

A second knock broke through the telepath's thoughts and she slowly got to her pedes and painstakingly made it over to the door, the gentle 'swish' of it opening soothing her as her hidden optics fell on a dark blue chassis, following it up to calm blue optics.

Optimus Prime.

"Soundwave… I have been informed of your… situation, and would like to give you aid in any way you will allow me to." The deep bassitone washed over the slender femme and allowed her to relax, although she was unhappy that her story had been relayed to the Prime… It had been nearly an entire megacycle and she had hoped the two kind femmes had forgotten all about it… Obviously not.

"Your offer is… Appreciated." She spoke slowly, subconsciously wrapping one of her arms around her abdomen as if in a protective gesture, the Prime's gentle optics taking in her stance. "Soundwave… Regardless of what happened when you were first confined here… We never meant anything ill towards you… And now we will protect you and your sparklings." He spoke in a gentle tone that caused Soundwave's sparkbeat to pick up slightly.

The tall femme just nodded slowly again before tilting her faceplates, once again hidden behind a repaired mask, up to look directly at the Prime. "We all do things we regret in war." She responded slowly.

Silence fell in the air between them, slightly awkward and strained, before Soundwave spoke up, curious as to her visitor's reasons to coming. "Why are you here." She asked, looking up into Optimus' faceplates again.

Optimus looked a little taken aback, as if he had been so deeply in thought that he had forgotten why he had come. "I came to bring you to the rec room… The other femmes are there and I thought you might enjoy some time out of your berthroom." He announced, surprising Soundwave with his generosity, although suspicion was quick to set in.

Looking hard at the leader of her enemies, Soundwave narrowed her optics behind the visor, unsure of the bigger mech's motives. "Why?" She demanded suddenly, the larger mech looking down at her in surprise and bewilderment. "I just thought you might be interested in getting out of your room." He stated slowly, unsure of why she seemed so hostile to his offer.

Soundwave's arm tightened around her abdomen and she looked away from him… She would admit it to no one but herself… She was afraid. "Fine." She eventually responded, causing the Autobot leader to look relieved as he stepped away from the door. "After you." He stated.

Eyeing the mech and feeling a flicker of fear rush through her spark, causing two nearly distinguishable twitches, her sparklings reacting to her fear. Calming herself, Soundwave gave a small shake of her helm. "I will follow." She responded.

Optimus Prime looked surprised, once again, before offering a small smile. "Of course." He responded smoothly, turning and leading the way from the room Soundwave had stayed in for nearly a whole human week, on her own besides occasional visits from the Autobots femmes… Who seemed nearly too excited about her sparklings… They were happy for her and she didn't understand how anyone could seem so caring towards an enemy.

Optimus Prime walked ahead of the femme, silent as he tried to sort through the emotions and feelings coursing through his frame… He had to admit, that just like the other single mechs around, Soundwave definitely was extremely attractive… But she had been hurt, and he would have to be careful in how he handled her… Or how he allowed anyone else to handle her. Mechs set her on edge, so he would have to be watchful of his bots… Not that they would hurt her on purpose, but some of the mechs, Sunstreaker, Sideswipe and Rodimus in particular were a little hot helmed and tended to act before they thought.

Venting, the Prime walked through the door into the rec-room, determined to make sure that Soundwave would see that not all mechs would hurt her like Megatron had… That _he_ wouldn't hurt her like Megatron had.

Optimus Prime shook away those thoughts as he glanced back to check on Soundwave, surprised to find her extremely close behind him, almost like she was attempting to hide from the others in the room, hidden optics no doubt studying her surroundings to find ways out should anything happen.

Soundwave followed Optimus as he led the way over to a table where several of the femmes were gathered around, chatting and sipping from their cubes of energon, looking up and flashing big smiles when Soundwave appeared slightly behind their leader.

"Prime finally letting you out?" Arcee asked with a giggle, the youngest femme smiling widely at Soundwave, who smiled faintly behind her mask. The ex-decepticon had to admit that she enjoyed Arcee's company, her youthful outlook on life and the war, her adorable, bubbly attitude. She sat down beside the pale pink femme and gave a soft nod.

"I will entrust her with you." Optimus Prime announced before turning to look at Soundwave with a small smile. "You may roam the base at will, Soundwave. But we will be forced to keep you in your room if you begin to cause problems." He added seriously, the purple femme giving a slight nod. "Understood." She answered.

The femmes watched as Optimus left and then looked at Soundwave. "He's attractive, isn't he?" Arcee asked with a sly grin on her lip components, catching Soundwave by surprise, the tall femme straightening and turning her faceplates towards the younger femme. "Irrelevant." She answered quickly… A little too quickly, perhaps, as Arcee just giggled and Chromia gave a knowing smile.

"Hey Soundwave. Grabbed you a cube." A smooth voice announced from behind Soundwave, the sound of a mech, causing the femme to tense and look back over her shoulder plating, relaxing when she saw it was only Jazz.

The silver sabouteur grinned and held a cube out to her and she took it slowly. "Thanks." She answered slowly, the visored mech's grin widening as he gave an exaggerated bow. "You're most welcome." He answered teasingly before heading off.

"Man. If Prowl hadn't hooked in Jazz, I wouldn't have minded being berthed by him." Arcee smiled almost dreamily, making the other femmes laugh. "Jazz _is_ attractive." Moonracer responded, causing Chromia to snort. "Probably not a' good in da berth as ma 'Hide is!"

"You mean he's not as… Ow!" Arcee glared at Moonracer, letting out a huff when the mint green femme motioned to Soundwave who was tense and obviously uncomfortable with the conversation.

Soundwave was silent, staring at the cube in her servo… She still couldn't understand why the Autobots were so… Kind. She vented and looked up, noticing that all of the femmes were watching her, making her frown. "Do you have an inquiry?" She asked slowly, looking from one to the other.

Arcee smiled. "I just wanted to know how your sparklings are… I really can't wait to meet them! They'll be so cute!" She bubbled, nearly bouncing in her seat as she looked at Soundwave through shining optics.

A laugh came from Moonracer, who shook her helm at the younger femme's obvious excitement over the prospect of having sparklings around… It would be a beautiful occurance… A change from the blood and killing… Of wounded coming into the medbay and leaving offlined… How about that? Delivering new life? She vented softly in happiness.

"I do not know what to think… I want them… But I fear that I am being selfish, and that their sire will put them in grave danger." Soundwave spoke so softly, the femme's could barely hear her, and they all frowned at her statement, pity in their optics.

The sound of a chair scooting closer went unnoticed to Soundwave as Arcee moved closer and slowly wrapped an arm around Soundwave. "Hey… Don't worry Soundwave… We won't let anything happen to them, alright?" She asked gently to the distressed carrier.

"Yeah! If ol' buckethelm so much as _look_ at 'em wrong, I'll slag his helm in!" Chromia added with an air of determination.

Silence fell before Moonracer spoke up, the mediator between Chromia's hot headedness and Arcee's over exciting behaviour. "Soundwave… You are not the one at fault here. You are not selfish. Megatron was selfish. He used you. You are the one that is trying to protect these sparklings, even though you knew that if Megatron found out, you would be faced with dire consequences…" There was a pause as Soundwave looked over at the gentle femme hopefully. "Trust us… Nothing will happen to the sparklings… I'll make sure of it." She promised with a gentle smile, allowing Soundwave to relax.

The four femmes sat in a comfortable silence then, and Soundwave felt her loyalties begin to shift over from her previous faction to this new one… They were so strange and different than the Decepticons… But they were so good and gentle to her… They were bots she felt she could trust.

Venting softly, Soundwave looked around at the femmes and few mechs that were around at other tables, before reaching up and disengaging her visor, removing it and staring down at her reflection, small sounds of surprise reaching her audios as she dropped it to the floor, allowing it to shatter…

Every bot in that room knew that it was a sign of trust… And none of them had any intentions of proving Soundwave's trust as misplaced.

 _(A/N: And… wala! Hope you all enjoyed. Things are going to get juicy and INTENSE very soon! :P)_


	7. Chapter 7

_(A/N: So now Soundwave is slowly integrating into the Autobots, although she is still hesitant to take any sort of active action against the Decepticons for fear of reprecussions should she find herself under Megatron's cruel attentions again… But now, there is a little bit of excitement in this chapter, and I do very much so hope that you enjoy it.~)_

 **Chapter 7: Becoming One With the Enemy**

"May I?"

Soundwave's voice coming from behind the two mech's attempting to repair a communications console startled them, the two looking up at her as she watched silently from shadows, unsure on if they would be angry or not at the help she offered.

"Uh… Sure. If you wanna have a go… It's a bit troublesome though, mind you." One of the mechs, whom Soundwave recognized as Smokescreen, stated as he moved back and out of the way.

Carefully, still unsure in the presence of mechs, Soundwave moved passed the two quietly before she stood before the console, scanning it with hidden, internal sensors before kneeling down and beginning to work on the problem, which her scans had made out to be a virus… It was a simple one and she was able to make quick work of it, satisfied and happy to be able to do some sort of work… She could never fully relax when she wasn't focused on anything… That's when the memory purges hit most frequently.

Working happily, Soundwave almost didn't hear what the second Autobot present, Slingshot, said… But when she did, she froze in place, slim digits tangled in wiring as she attempted to process what he… an autobot had just stated.

Soundwave was on her pedes in moments, fear as well as anger tearing through her systems as she turned on the two mechs behind her, Slingshot's grin quickly vanishing when he realized that not only had Soundwave heard what he had said, but her faceplates were full of fear, hurt and anger, causing the arielbot to take a step back, optics wide with surprise… He had forgotten that such comments weren't… Appropriate with the ex-Decepticon femme, and not like the other Autobots like Chromia and Moonracer, that would've made some sort of come back.

 _Imagine her kneeling like that between our legs.~_

The words, spoken so carelessly by the arielbot, resonated within Soundwave's processor and she reeled with memory purges, of the times she had been forced down on her knees between Megatron's knees, the rough, cruel servos nearly crushing her helm… The ache of her jaw… The sharpened digits cutting through her helm armour and into the wiring beneath.

Soundwave was unable to take anymore and she fled, spark pulsating in horror… The autobots were no different! They thought just the same as any Decepticon! They… They wanted to use her just like her previous 'leader' had!

Vents hitching with dry sobs, Soundwave came around a corner and smashed directly into a massive mech, tumbling backwards and staring up with wide optics into the first surprised, then angered blue optics of Ironhide.

Seeing the expression on the Autobots' weapons specialist's faceplates, Soundwave reacted the way she usually did when under an angry gaze of a mech… She curled up tightly, trembling violently as she tried to make herself as small as possible and of as little interest to the mech as she could.

"What the slag you doing here?" Ironhide growled in both pent up frustration and annoyance as he looked down at the femme, rolling his optics at her and reached down to grab at her when the voice of his mate stopped him. "IRONHIDE!"

Jumping, Ironhide turned around to see the angry femme standing right behind him, arms crossed and a scowl on her faceplates. "What do you think you're doing to Sound?" The Autobot Femme demanded, pushing past her mate and kneeling beside Soundwave, placing a servo on the shaking femme's shoulder plating, frowning when Soundwave flinched at the touch but didn't speak. "What did you do to her?"

Ironhide huffed loudly in annoyance. "It's a Decepticon, Chromia!" He responded, frowning deeply. "And I didn't do slag! She just crashed into me, then curled up on the ground." The large Autobot responded with a deep ex-vent, irritated. "I don't see why everyone's all over her! She's a slagging CON in case no one else realizes this!" He added.

Chromia glared up at her mate. "She's a femme… An ex-con!" She responded, her mate growling softly, their usual tempers clashing before Ironhide backed down and turned away, stalking off as he muttered oaths under his vents to attempt to keep from angering his mate any further… Even if he didn't understand why everyone treated Soundwave like she was an Autobot, he still didn't want his mate angry at him.

Watching Ironhide leave, Chromia turned onto the femme that was slowly becoming a friend. "Soundwave…? Soundwave, tell me what happened." She murmured gently, bothered by the optical fluids glistening in the ex-decepticon's optics and the way she shook beneath the Autobot's gentle touch. "Was it 'Hide? Did he hit you?" She asked, praying that he mate hadn't gone that far… Soundwave was already in a delicate position, and it looked like someone had ruined all of the headway the majority of the autobots had been making with Soundwave.

Soundwave shook her helm slowly, shaking a little more. "N-No… It wasn't him… Just… Memory purges." She answered in a frightened tone, further worrying the femme above her. "Come on, Soundwave… Let's get you to medbay. You can tell me what happened there, al'ight?" The blue femme asked as gently as she could standing and holding out a hand to the femme.

Slowly, unsure with what had happened earlier, Soundwave reached her own trembling servo out to grasp a hold of Chromia's, allowing herself to be pulled to unsteady pedes as she let out a heavy ex-vent. "I-I'm fine…" She tried, Chromia giving her a look. "No yar not, and we're gonna get to see Mooney." She responded, leading Soundwave towards the medbay of the Autobot base.

 **\/+\/+\/+\/+\/+\/**

"Soundwave." Optimus Prime's voice was calm, although there was barely discernable concern in the deep bassitone, and Soundwave refused to look up at the massive mech as she sat on the medbay berth… Chromia and Moonracer had both tried to cheer the femme up and had even showed her the beating of the sparklings' sparks, but nothing seemed to get the femme to open up about what happened.

Venting softly, Optimus Prime watched the femme that sat so still on the berth and stared down at her knee joints, shifting uncomfortably and her optics flicked from the spot on her lap up to Optimus before she averted them again, shaking slightly. "Soundwave… I need to know what happened. If you don't tell me, then I can't deal with it… I just do not want a repeat of whatever happened." The Prime attempted again, but Soundwave just looked away from him.

Silence fell for several moments before Moonracer stepped forwards. "Chromia and I will go and check on the Arielbots and make sure that they're doing what they should be." She stated, dragging her friend out of the medbay before she could protest, leaving the two alone.

Soundwave tensed up at the mention of the Arielbots, and this wasn't lost on the Prime, who sat down in front of Soundwave, silent for several moments before speaking again. "Was it the Arielbots, Soundwave?" He asked gently, refraining from reaching out to touch her… To tilt those white faceplates up… Take that trembling servo… He vented again. "Did they touch you?"

The ex-Decepticon officer was taken aback by the flicker of anger she heard in the Prime's voice and she looked up at him before shaking her helm. "N-No… Just… Carelessly spoken words I suppose." She stammered out, looking away again.

Nothing happened for several moments, but then she felt gentle digits on her chin, guiding her faceplates to turn back towards the Prime, who looked at her silently, and so intently that it made her fidget. "What did they say exactly?"

At the question, Soundwave felt optical fluids pool and she attempted to blink them back. "S-Slingshot just said I'd l-look good on my knees between his l-legs." She forced out, faceplates burning with shame as she spoke the words of the Arielbot.

Optimus Prime drew away from Soundwave slightly, though his servo remained in place, holding her chin gently as he felt slight anger as well as annoyance rush through him… Slingshot was a bragging aft hole… He tended to speak without thinking and everyone around knew that he was a jerk… Except for Soundwave, and telling her so wouldn't help the situation at all.

Venting softly, Optimus Prime offered the femme a small smile. "Soundwave. Here, you are safe. No mech will force you to do anything you don't want to do. Here, amongst Autobots, you have your free will and anyone that attempts to take that free will will be punished." The Prime attempted to console the femme, who was watching him intently, as if searching for dishonesty in his optics or voice. "As it is, the Autobots aren't perfect. We are mortal… And mortals make mistakes… Slingshot will be dealt with. I will report my concerns to Silverbolt, he will take care of it."

Soundwave visibly relaxed at the Prime's words and she nodded. "I just… I'm sorry… I'm so weak that I can't just shrug something off as a joke… I don't know what to think." The femme spoke slowly, as if she was afraid the Prime would be upset by her words… Instead, he smiled understandingly. "Soundwave… You are not weak. You are incredibly strong to have survived what you did… It will take time for you to recover." The red and blue mech added.

Looking up at him again, Soundwave straightened slightly and nodded. "I understand." She responded, causing the Prime to smile.

 **\/+\/+\/+\/+\/+\/**

It had been several megacycles since the incident with Slingshot, the Arielbot seeming to chose his words with discretion ever since Silverbolt… Had a 'talking' to with him.

Soundwave sat in the crowded rec-room. It was night, and all of the Autobots were gathered, drinking from an incredible cache of high grade that they had stolen from a Decepticon warehouse… They had had one of their biggest energon hits yet, and the high grade had been pulled out for celebration.

Swirling around the pale purple liquid, Soundwave's optics roamed around the mechs and femmes of the Autobots as they talked and danced… It was actually more 'naughty' than she would've expected for Autobots… But not at all aggressive, claiming and terrifying as a Decepticon 'party' could be… Where everyone was fragging everyone else… This was nice. The lights were dimmed, and some mech had convinced Blaster and Jazz to play music since they had been club DJs before the war.

Soundwave smiled faintly. Everyone was talking and the music was beating loudly in the background, the atmosphere was pleasant, and there was obvious affection between mates and lovers as they groped, kissed and danced… Her optics roamed over the couples silently… Sunstreaker and Sideswipe were trying to coax Ratchet onto the dance floor, Moonracer and Wheeljack were sitting in a corner making out, Prowl was up on the stage beside Jazz, tense and looking out of his element. Chromia was… Being naughty with Ironhide.

Turning away from those around her and trying to hide the pain prick in her spark, Soundwave vented softly and took another mouthful of her high grade, swirling it around in her mouth before swallowing it, humming in appreciation at the taste as it settled in her tanks, warming her… It was a good distraction from the love and affection around her, two things that she didn't have and feared she never would…

Lifting a servo, Soundwave placed it close to her spark, where her twins' sparks were developing alongside her own… Ratchet had assured her that no harm would come to the sparklings if she drank high grade, due to the fact that it was rare and her tanks would filter out any harmful substances before they could reach her sparklings.

"What are you doing sitting here alone?"

Soundwave jumped at the sound of the voice and looked up, Bluestreak, Optimus and Kup standing in front of her, Optimus having asked the question. "I just like to watch." She answered with a shrug, Bluestreak swaying and leaning against Kup, who cast him a glare, causing Soundwave to smile slightly.

"I see." Optimus stated, glancing at the empty table Soundwave resided at before turning his optics back onto the femme again. "May I?"

The question took Soundwave off guard, but she nodded slowly, the three mechs taking seats around the table, Soundwave finding herself between Bluestreak and Optimus Prime. Awkward silence settled for several moments before Bluestreak spoke up, voice slightly slurred as he stared at Kup. "Hy 'on't ya dence with meeee Kip?" He demanded, the greenish coloured mech frowning deeply at him. "It's Kup, Bluestreak. And I told you before, I ain't interested in dancin'."

Soundwave brought a servo up to her mouth to hide her smile as Bluestreak snorted in disdain at the trainer who was dragging on his cigar, clenched between his denta. "Is is 'cause ya can' dance, Kup?" The praxian asked, swaying in his seat, making Kup snort and look at the younger mech in annoyance. "No, Bluestreak, it's because you can't dance… Especially not in your state."

"Perhaps you should head back to your room with Kup, Bluestreak." Optimus suggested from where he sat, Soundwave glancing at him in surprise before looking at the two to her left, Kup frowning deeply at Optimus while Bluestreak grinned widely. "Yes, Kup, ets go back toooo he room!" The praxian mech begged, wrapping his arms around his trainer's arm, an intoxicated smile on his faceplates, causing Kup to huff. "Fine. But once I get you there, ya ain't comin' back out here." The old Autobot responded, grabbing the mech and dragging him from the room.

Optimus vented, pleased that the two were gone and he was now alone with the attractive ex-Decepticon. His optics fell to her abdomen, which was swelling slightly and a small smile tugged at the corners of his lips. "How are they doing?" He inquired, Soundwave jumping and placing a servo against her abdomen. "They seem to be doing fine… Developing." She responded slowly, unsure of the other bot's reasoning for the question.

Nervous with being alone in the presence of the Autobot leader, Soundwave finished her cube of high grade and received another from a passing mech, Optimus looking uneasy as well as he worked through a cube rather quickly, unsure of the silence.

Over the course of several cubes of high grade each, conversation came a little more easy to them and they began to talk about several things, what they did before the war. What they wanted to do after the war had been won. Interests… Optimus found Soundwave extremely attractive as they conversed, as well as intelligent which made for easier conversation, the femme trying not to stare at the larger mech and finding that she was enjoying herself for the first time in eons…

Soundwave hummed faintly, optics brighter than usual due to the excessive amount of high grade that she had taken, thoughts muddling together as she swayed in her seat, the Prime noticing and standing, holding out a servo as he steadied himself. "Allow me to take you to your room." He offered, the femme hesitating briefly before taking his servo and allowing herself to be pulled from her seat.

"Slag…" Soundwave groaned as she swayed, holding onto the Prime's servo in order to gain her balance, the two stumbling out of the room, Optimus struggling to not be dragged down with Soundwave whenever she nearly fell.

Making it to the door of the berthroom, Optimus punched in the code for Soundwave, who was too overcharged to do so, and helped her in, attempting to get her into berth to sleep off the high grade she had taken in.

Soundwave had no idea what possessed her next, but she found herself grasping the back of the Prime's helm and pulling him down for a kiss, the Autobot leader tensing for a moment before relaxing and returning it.

Groaning softly, Soundwave nipped at the Prime's lips and attempted to tug him down into the berth with him, Optimus gaining clarity of thought for a moment and gently removing himself from the femme's grasp. "No Soundwave." He murmured to her, pushing away slightly. "I can't… Not when you're like this." The Autobot explained, Soundwave frowning up at him. "Why not?" She demanded, feeling a pang of rejection in her spark.

Optimus vented softly as he cupped the femme's faceplates gently, affectionately. "I want you to really want me… I don't want to online next cycle and you realizing… And you just didn't want me." He responded calmly, pulling away to leave, the femme grabbing his arm, tugging. "Stay with me…? Please?" She asked, optics wide with surprise at his statement.

Hesitating, Optimus mulled it over before nodding slowly and climbing into the berth alongside the femme, pulling her frame against his own and cuddling her close.

"Don't leave me… Please don't." Soundwave murmured, optics shuttering as she fell into recharge, the Prime looking down at her with a small, sad smile. "I'm not going anywhere, Soundwave… I love you." He whispered before joining the ex-Decepticon in recharge.


	8. Nightmare

_(A/N: Well, I've been urged to update... So I'm beginning to do so. :) Hope you guys enjoy this chapter, and, since the story is done, updates should be faster. Let me know what you think!)_

It was subtle… The lightest brush of digits against each other, a small smile directed in one another's direction, a flush of faceplates when they caught each other looking. Little things that wouldn't garner a common mech's attentions… Jazz was no common mech.

Watching his Prime interact with the Decepticon femme, now heavy with sparklings, it was clear that there was attraction between them both. Attraction that both seemed to shy away from and too embarrassed to admit. That was when the silver mech decided to take matters into his own servos.

"Whatup OP?" Jazz grinned as he sat himself down directly next to his leader at a table, close enough to cause the bigger mech slight discomfort at the closeness of his third. Following his leader's gaze, the saboteur grinned when it led him directly to Soundwave, seated a little ways away with Firestar and Moonracer. "Like somethin' ya see? Or is it _someone._ "

Startling at the question, Optimus regained his composure quickly and gave the silver mech seated at his side a serious expression. "I'm afraid I don't understand your question." He responded carefully before taking a drink from his cube, his third's grin widening.

"Awww c'mon boss bot, every bot here knows ya got th' hots for Sounders." Jazz responded in a cheerful tone. "An' she's got it for ya too." He added when his leader took a swig from his cube, an obvious sign he was trying to avoid questions. "So… When're ya gonna tell her?" He asked nonchalantly, feeling triumphant when Optimus jerked in his seat and nearly choked on his energon, something no one had ever seen from the massive Autobot.

Optimus turned a little to face Jazz now, optical ridges furrowed and the corners of his lips downturned. "Jazz. I would appreciate it if you would keep quiet and not announce your findings to the entire rec-room." The red and blue mech stated, the saboteur laughing. "Ain't new news ta any o' them." He responded with a shrug.

The Prime expelled air from his vents in a frustrated gesture, pushing his cube away as he watched Jazz, the saboteur looking much too smug to him. "Attraction is nothing new, Jazz. You're reaction is excessive." He stated in as calm a tone as he could, but locked optics with Soundwave at that moment, causing him to feel heat creep into his cheek plating as he remembered the night they had slept side by side such a short time ago.

Jazz smirked triumphantly and elbowed his leader. "Why donthca jus' tell her? Ask her if she'd wanna get aboard." He stated, a mischievous glint in his visor as he pushed his seat away and stood. "Ya gotta tell her at some point." He added before all but sauntering away from the stunned Prime.

 **\\*/\\*/\\*/\**

Optimus had had this all planned out. Rehersed over and over again, but now that he had Soundwave alone with him in his personal quarters, his voicebox failed and he couldn't find a single thing to say that sounded right.

Watching the Prime shift nervously, Soundwave cocked her helm, spark fluttering in her chassis at the thought that, perhaps, she was to be sent back to the Decepticons. Her fear was mirrored by two other sparks and she quickly smoothed out her feelings to pour reassurance and affection to the maturing sparks until they settled down from their frantic pulsing.

"Soundwave, I…" The femmed looked up when the Prime began to speak, but he fell silent again, shaking his helm and the denta worried at the inside of his lips, slightly amusing the former Decepticon. "Was it something I did?" Soundwave finally asked, hoping the question would spur the Prime into saying whatever it was he wanted to as soon as possible.

"No. Not at all." Optimus responded, ceasing his pacing as he looked at Soundwave in surprise before venting loudly and approaching her. "I have… I have developed… Feelings for you." The Prime finally managed, but inwardly chastised himelf at how artificial that sounded.

Pushing away all thought, Optimus decided to convey himself through actions rather than words. Something extremely foreign to him, but Orion Pax was another time, another life. This was now, as Optimus Prime.

Capturing Soundwave's faceplating in his servos, Optimus leaned in and pressed his lip components to hers in a kiss, shutting his optics and relishing the sensation, sensation he had wanted for so long.

Optimus immediately realized the mistake he made when Soundwave tensed up at the touch, and went to pull away when a gentle servo came into place at the back of his helm, pulling him a little closer as Soundwave began to reciprocate the kiss.

After several moments, the Prime pulled away, but only slightly, blue optics staring into Soundwave's. "My spark… _craves_ you." He whispered, so close that they could feel each other's ex-vents.

A smile curved on Soundwave's pale lip components and she tilted her helm slightly as the smile faded. "I… I was afraid you wouldn't want me… Being… Used and all." She finally managed to say, optics drifting down to the bump in her abdominal plating before traveling back up to Optimus' optics. "I-I want them to be _yours_.. _._ " Soundwave murmured. "I-"

Optimus placed his thumb digit over Soundwave's lips to keep her from speaking again. "They're _ours_." He whispered, moving in for a second kiss, Soundwave tilting her helm up and optics closing as she wrapped her arms around the Prime and held onto him tightly… A previous lover to a warlord, and now lover of the Prime. Polar opposites in how they treated her, but this time, it felt right…

 **\\*/\\*/\\*/\**

Soundwave didn't know what had happened. It was all so unclear to her, and the emotions she was reading off of the mechs present was frightening. She and Optimus had spent the nightcycle together, and he had left with other Autobots that day to fight the Decepticons. For what, she didn't know… Just that she was here, standing alone in a room full of Autobot officers, and Ironhide was raging at her.

"Chromia was taken, and the 'con's price for her return is another _con_!" Ironhide roared, pointing at Soundwave, the femme taking a step backwards as her optics darted back and forth between the faces present at this "meeting" that she had been told it was mandatory to attend by a mech named Perceptor.

Ratchet wasn't present, why, Soundwave wasn't certain, but knew it was nothing good if the unease, concern and anger coming off of all of those present was anything to go by. That left Prowl, Ironhide, Perceptor and Jazz.

Prowl sat at the front of the table, where Optimus would usually sit, and it was his absence that worried Soundwave the most. Had he been offlined in the battle? Perhaps he- Soundwave was jerked from her thoughts when Prowl's cold voice cut through Ironhide's rant. "Ironhide."

Everyone fell silent and turned their optics onto the Praxian, sitting stifly where their prime usually would, attentive and tense now. Even Ironhide grumbled under his vents but fell silent.

Once he was sure everyone's attention was on him, Prowl spoke calmly. "Chromia was captured by the Decepticons. We all know that Megatron has agreed to exchange her, but only if Soundwave was traded in her stead." At this, the Praxian fell silent and looked across the table to where the Decepticon stood, tense, optics wide. "But what we must ask, is if Prime would approve of this? Of someone we have taken into our care?" The tactician asked, directing the question to those surrounding him.

Soundwave couldn't believe it, her frame struck numb by the words that had left Prowl's mouth so coldly… Megatron wanted her back… And he had someone the Autobots would be willing to do anything for, especially if it was trading back one of the con's own.

Ironhide growled deeply, optics flashing with anger. "Chromia is an _autobot!_ " He shouted, slamming his fist on the table and standing upright again. "Soundwave is a _decepticon_! She was never made an Autobot, she's just a prisoner behaving to keep from being locked up!" The weapons specialist growled, Prowl's sharp gaze on him again. "Ironhide, if you cannot remain calm, you will be forcibly removed." The black and white Autobot warned, the red mech glaring at him before dropping down into his seat again.

Silence fell for a few kliks before Jazz spoke up next. "Sounders ain't no con anymore. An' she's neva done anythin' against us while she was in our comp'ny… She's even helped outta bit. I think we should be protectin' her as neutral. There are other ways ta extractin' Chromia." The silver mech announced, he being one of the only ones besides the femme autobots to know the true past of Soundwave and Megatron.

"I think that we should be putting our own first." Perceptor monotoned from where he sat, faceplates void of expression or interest. "Soundwave has acted as a neutral, and is not an autobot. Our own come first." He stated in a disinterested tone.

There was quiet, then Prowl spoke. "Jazz thinks we should keep Soundwave and try to get Chromia out another way. Perceptor thinks we should trade… Ironhide?" The tactician spoke in a calm, polite tone, but it was obvious he wasn't at all happy with what was going on.

"I want Chromia. Whatever the cons wanna do with their femme isn't my problem. But I want _my_ femme back… If Jazz really wants to, he can try and get Soundwave out. But I'm not taking the chance that we refuse Megatron and he executes Chromia for it." The big red mech stated, all optics turning onto Soundwave now, Jazz looking seriously unhappy, Prowl conflicted, Ironhide accusing and Perceptor in disinterest.

"Soundwave. As those in the Autobot and high command, and myself standing in for Prime, I have to ask if you will willingly participate in the exchange…" Prowl paused and vented softly before continuing. "If not, forced stasis will be required."

Soundwave felt as if her knee joints would lose the ability to keep her standing, and she reached out to hold onto the edge of the table. "Autobots have been good to Soundwave… Soundwave will oblige." She answered softly, shaking so badly she was afraid they could all hear her plating rattling.

Prowl nodded and opened his mouth to speak again, when Soundwave cut in. "P-Prime… Optimus… What happened to him?" She asked in a strained tone, the collective group of Autobot officers staring at her before Prowl cleared his intake and responded. "Prime is in stasis… He may not online."

Nodding numbly, Soundwave didn't even realize she had been led from the room by two other Autobots before she remembered to ask about her sparklings… All three would be handed over to a sadistic warlord in exchange for one.


	9. Returned To The MONSTER

Soundwave shook from where she stood between Ironhide and Springer, optics wide as she stared at the massive silver figure standing only a few meters before her, standing before dozens of Decepticons.

Without her mask, Soundwave knew that every single Decepticon present would now know of her true identity as a femme. The very thought shook her to her core and froze her in place until Ironhide gave her a push forwards, sending her a few stumbling steps before she regained her balance.

Glancing back at the Autobots, Soundwave forced herself to turn away and begin to approach Megatron's menacing form, barely able to make out Chromia's much smaller form before she was shoved forwards, Vortex dragging her along towards the Autobot lines.

Soundwave kept her gaze on the ground as she passed the Autobot femme, ignoring Chromia's soft calls. It was already difficult enough approaching the mech that used and abused her whenever he had a bout of rage or sadistic desires… She couldn't look a friend in the optics without crying, not only being unacceptable, but Megatron would no doubt use it as an excuse to do something terrible.

The tall, lithe femme dared to glance up as she came closer to Megatron, the warlord's expression a mixture of rage and desire, both frightening to the femme as she came closer, crossing her arms over her rounded abdomen, the trembling becoming increasingly violent as she finally came to stand before the massive Kaonian.

The blow was expected, but not at this moment, when she stood between Autobot forces and before Decepticons… She had known it would happen, perhaps with a Decepticon audience, but before the Autobots as well? Megatron either wanted to get a rise out of his enemies while their leader was incapitated, or he was really that angry.

Crying out, Soundwave stumbled backwards a step, keeping her arms wrapped firmly around her abdomen as she shut her optics, the shaking of her frame never ceasing.

"You. I always knew you were a _whore_ , Soundwave." Megatron hissed under his vents as he grabbed the telepath by a helm spike, jerking her forwards with such force that it snapped, drawing a keen from Soundwave. "But I never thought you'd frag with an Autobot! Who was it?" The warlord snarled, grabbing one of Soundwave's wrist joints and jerking her arm away from her abdomen, the warlord stilling.

Soundwave trembled as she stood, dented and frightened, one arm held above her helm as she tried to keep the other wrapped tightly around her abdomen. The sparks had begun their migration from her spark chamber to her gestation tanks, so she didn't know which part of her frame to protect save her rounded abdomen. "My Lord, my lord please!" Soundwave cried, trying to shield her faceplates with one arm when the warlord shifted his attention to them.

"You! It's yours!" Soundwave screamed out of fear, trembling violently when the onslaught of the attack ceased, daring to peak over her arm at the warlord. The shock on the scarred faceplates slowly transitioned into unbridled rage and Soundwave let out a choked sob when Megatron's servo closed over her wrists, jerking them above her helm, the femme crying out at the jolt of pain that passed through her shoulder joints. "Please, my lord… Please spare them." Soundwave whimpered, frame shaking violently as she began to pick up on the murmurs of the nearby Decepticons and appreciative leers they cast her frame.

Megatron's silence as he held her upright was nerve wracking, and Soundwave let out another sob as she became more in tune with the sounds surrounding her… She could hear Chromia's shouting from the Autobot's line. _Why'd you let her do it 'Hide? You shouldn't have done this!_ As well as the Decepticons around her, but she blocked out what they were saying.

"You _dared_ to hide this from me?"

Soundwave flinched at the anger and hatred in the tone, optics wide and nearly white with fear as she looked up into her lord's molten red, trying to find something appropriate to say beside the frightened sobs occasionally wracking her frame. "My lord, please, I-" The femme's protests were cut off into a cry of pain when the warlord's taloned digits closed around her helm and slammed her facefirst into the ground.

Energon exploded in Soundwave's mouth when he helm came in contact with a stone, pleading and crying as the warlord ruthlessly beat her helm against the ground several times until she began to lose consciousness, the onslaught finally ceasing as she was dropped to the ground, shaking in pain and fear.

Megatron must've said something, because Soundwave had felt his ex-vents against her audio, but they were ringing so badly that she couldn't comprehend her lord's words.

Someone lifted her from the ground and began to drag Soundwave away as the femme's optics flickered out, arms still wrapped tightly around her middle as she sent a frightened pulse from her spark. Several moments passed and Soundwave was sure that her sparklings were lost when she felt it… The faint glimmer of two tiny spark pulses, allowing the femme to fall into unconsciouness with relief wrapping around her tightly. She knew what was coming, and she would need any rest she could… But she wasn't thinking of that…

Soundwave wanted Prime…

 _Her_ Prime.


	10. Emergency

The first sound to reach his audios as he began to boot up was the sound of a faint, steady _beep…. beep… beep…_

Groaning, Optimus booted up his optics only to cover them with one servo to block out the unbearably bright lighting of the medbay, slightly disoriented. How had he gotten into the medbay again? Right… He had taken some of his bots to keep Megatron from stealing a nuclear missile from a military base nearby.

Optimus grunted as he sat upright, pausing halfway up to wrap an arm around his middle and growl lowly at the stab of pain that passed through him at the movement.

"Eep ep ep!" The familiar chastisement caused the Prime to slightly smile as he looked up at Ratchet, the medic wasting no time to push him back down onto his back.

"Ratchet." Optimus grunted, grabbing his friend's arm before the medic could attempt to run a scan. "How long?" He asked, the medic staring at him for several moments before responding. "A week. You've had a tough go of it, Optimus… We weren't even sure you'd come out of stasis." Ratchet announced softly, causing Optimus to start. He had been that damaged?

Laying still as Ratchet began to ran his scans, Optimus looked around, a little disappointed when he didn't see the familiar lithe purple frame anywhere nearby. "Where is Soundwave, Ratchet?" The Prime finally asked, looking up in time to notice the medic hesitate for a moment, a flicker of sadness passing through his optics. "Ratchet." Optimus repeated, more firmly this time.

Ratchet looked at his friend's faceplating and vented. "Megatron has Soundwave." He finally answered, albeit reluctant that he was the one that had to share this news.

"What? How?!" Optimus demanded, sitting upright now, ignoring the pain in his side as he stared in disbelief at Ratchet. "Did Megatron assault the _Ark?_ " He demanded, dread weighing heavily on his spark now.

Frowning deeply, Ratchet shook his helm, obviously not wanting to carry on the conversation, but Optimus was adamant. "What happened, Ratchet? Did Soundwave leave?" The red and blue mech demanded, concern and a hint of fear in his tone.

"Megatron captured Chromia and demanded Soundwave in return for her…" Ratchet vented heavily as he looked at his friend and leader sadly. "Prowl posed the situation to the rest… Perceptor decided it was the best course of action, Jazz outright refused… I'm sure you can guess which side Ironhide took." The medic shook his helm. "Soundwave went willingly, but…"

Optimus wasn't sure if he was more afraid or angry at this point. "But _what_ Ratchet?" He demanded, tone firm and steady in stark contrast to his whirling spark.

"Megatron beat Soundwave in sight of both armies… We don't know what happened to her after Megatron took her away… Mirage hasn't heard or seen anything." Ratchet responded, glad he had been able to give the news with a calm tone.

The Prime had barely heard the last word before he was attempting to get up, Ratchet forcibly pushing him back down. "There's nothing you can do, Optimus! Jazz is working on a way to locate her. Until then-" Ratchet was cut off by Optimus. "No. Send for Jazz. If I cannot do something, I need someone that can." He responded firmly, the medic hesitating before giving a small nod. "He will come."

Soundwave shivered in the massive berth, optics dim and plating rattling from the intensity of her shaking. She was cold… So so cold. And hungry. Megatron had withheld any sort of fuel from her besides that which _he_ gave. The taste was still sour in her mouth as she curled more tightly in an attempt to keep her sparklings insulated.

So far, Soundwave had taken the brunt of the warlord's hatred and anger… She had been able to distract him whenever his attention had come to the sparklings, but she was certain she wouldn't be able to the more obvious it became just from sight alone…

The fact that she was running out of time to be able to protect her sparklings was what weighed down on the femme's spark most… She tried to stay online at all times, refusing any and every request from her frame to enter a defrag cycle. If she recharged, Megatron could do whatever he wanted, and, by the time she onlined, it could be too late for her sparklings.

Soundwave's dim optics flickered again as she shifted to be more comfortable on the berth that was home to so much pain and fear. She knew she wouldn't last much longer, Megatron's bouts of rage and abuse growing more and more frequent…

The door slid open, the imposing frame of the warlord silhouetted in the doorway and Soundwave whimpered softly, sliding out of the berth and onto all fours, optics averted to the ground as she listened to her lord approach, clenching her optics shut. "M-My lord." She stammered out, unable to keep the waver from her tone.

Megatron didn't answer and Soundwave began to look up when a heavy pede connected with her faceplates, helm snapping back as the telepath cried out in pain, landing heavily on her back, the warlord easily pinning her down. "I think I've neglected the _abominations_ long enough." The cold tone whispered in the femme's audios.

Soundwave's optics widened in horror as she began to struggle, digits scrabbling helplessly over silver armour as she felt cold, taloned digits dig into the soft protoform peeking out from gaps in her armour, present only from the expanding of her protoform to allow room for the growing sparklings. "N-No! Please don't!" Soundwave begged, fatigue and hunger making her struggle pitiful as those cruel talons pierced through her abdomen. "NO! Stop!" Soundwave screamed, kicking and bucking now.

The warlord grunted when Soundwave's digits clawed at his faceplates, a silver servo snatching her forearms, nearly crushing them in his grip as Megatron slammed them down above his ex-officer's helm. "I'll make you _pay_ for this, Soundwave. More dearly than you ever thought I would." Megatron snarled.

It was too late to avoid when Megatron's fist connected with Soundwave's faceplates, causing the femme to cry out, the punch followed up with another… And another… Soundwave's vision blurred as one optic cracked, sobs and unintelligible pleas pouring from her lips as her struggles became weaker and weaker.

Soundwave waited for a fourth blow that didn't come, and she dared to open her optics just as Megatron snarled and lashed out at someone behind him. A flash of familiar silver sparked hope in the shaking femme as Megatron stood upright, stumbling. Then Jazz was beside her, throwing her arm over his shoulders as he helped her stand.

"What did you do?" Soundwave stammered, optics locked on the stumbling warlord.

"Won' keep 'im distracted long, Sounders. Can ya move quickly?" The silver saboteur asked and Soundwave nodded, struggling to keep her helm up. "Jus' try'n keep up with ma, an' we'll get ya outta here." Jazz whispered, quickly making his way for the door, all but dragging Soundwave along beside him.

 _ **Emergency shut down pending, 10 seconds**_.

 _No!_ Soundwave cried out inwardly, trying to move alongside Jazz.

 _ **Emergency shutdown pending, 5 seconds.**_

Soundwave nearly let out a frustrated sob. _Please wait! Not now!_

 _ **Emergency shutdown, initialised.**_

Jazz glanced at Soundwave when her frame suddenly slumped beside him. "Soundwave? Soundwave, ya ok?" The saboteur jostled her lightly to try and get her attention only to realize she had shut down. "Slag it all…" He muttered. ::Hey, 'Raj… She's gone inta 'mergency stasis. Imma need some help.::

::On my way, Jazz.:: The younger mech responded through the comm, Jazz venting as he tried to drag Soundwave along, the alarms going off making him swear colourfully until he felt a presence at his side. "Take 'er legs." Jazz ordered, feeling a slight wash of air over his side as Mirage moved to take Soundwave's pedes, lifting them and aiding Jazz in hurrying her down another hall and outside just as Skyfire landed.

All but throwing Soundwave in, Jazz clambered up behind her, Mirage slapping the triple changer's side as he got in, the three autobots lifting off just as several decepticons appeared, shouting and shooting, but the autobots were already out of reach.

Jazz watched as Ratchet rushed Soundwave away, calling for First Aid to grab some nanite gel packets until he was out of sight, Prowl approaching now. "I'm glad to see you back." The SIC stated calmly, Jazz smiling. "How'd it go wit' Prime?" He asked.

Prowl's faint smile vanished altogether. "Optimus wasn't pleased with my decision… Honestly, I don't think I'll be an officer for long." The praxian tactician responded, shrugging.

Frowning, Jazz put a servo on his companion's shoulder. "Prime's jus' worried, Prowler." The silver mech responded calmly, tilting his helm. "He knows ya had no choice… Jus' give it time." Jazz smiled. "Alrigh'?"

Snorting, Prowl looked at the other mech. "Perhaps." He responded, glancing towards the hall where Ratchet and Soundwave had vanished. "How…" He didn't finish, but Jazz understood, expression becoming grim. "She's in bad shape… Couldn'ta been proper fuelled since ol' Megs got 'er again… Lotta damage… The…" Jazz fell silent now.

Prowl tensed, door wings taut on his backstrut as he turned to fully face Jazz. "The sparklings…?" He asked carefully, Jazz shaking his helm. "She started ta… She began ta deliver 'em in Skyfire… Too early." The silver mech responded grimly.

Feeling a flicker of dread pass through him, Prowl frowned deeply. "Much too early." He whispered.

"She's flatlining! Aid, I need the spark stimulators now!" Ratchet ordered, his servos deep in the femme's chassis, worry over his faceplates as he attempted to stabilize the unconscious femme's spark.

First Aid rushed up beside Ratchet, tool in hand, and attempted to stop the steady bleeding in Soundwave's protoform, hurriedly patched by Jazz and Mirage while they had been in the air.

"Dress the wounds. Make sure you clean them out." Ratchet growled from where he stood beside the femme, not even looking at his protege. "Last thing we need is rust infection." He muttered, full focus on Soundwave while he inwardly worried about the sparklings… Soundwave was in the late stages of delivering, and the strain could kill her, if not the sparklings. "Once you got that patched, monitor the sparklings."

The smaller nurse nodded and moved around Soundwave, facemask blocking out his worry, while his ever expressive optics gave away his concern… Anything could happen within the next few joors… Good or bad.


	11. Safe & Sound

_(A/N: Let me know what you guys think! 3)_

Soundwave slowly onlined to the bright lighting of the medbay, whimpering softly as she attempted to grasp where she was and what had happened, memory taking a few panic-stricken moments before rushing back, allowing the femme to relax.

Trembling on the berth, Soundwave turned her attention to the updates in her HUD, all repairs except for a couple that nearly caused her weakened spark to gutter all over again…

 _ **Induced Delivery Initiated…**_

 _ **Delivery Completed… Carrier Frame Stabilized…**_

Both were dated for a megacycle earlier, and Soundwave went into a blind panic, scrambling on the berth as she attempted to get up, optics wide and the only sounds passing from between her lips were panicked chirps and clicks.

Strong servos grabbed her shoulders but, instead of pushing her down like she had expected, she was drawn against a warm frame, effectively calming her.

Soundwave trembled in the strong arms, visual feed filled with red and blue, and she let out a broken sob when she realized who it was. "O-Optimus." The telepath stammered out, shaking as she all but clung to the Prime at her side.

"It's alright now, Soundwave… You're safe." The deep, gentle baritone allowed Soundwave to relax, albeit slightly, before remembering what has sent her into a panic in the first place. "My s-sparklings?" She asked, tone breaking.

"They're fine, Soundwave… Ratchet's got them hooked up in ICU." Optimus responded gently, releasing the femme now so Soundwave could relax on the berth, optis locked on her lover's frame. "M-Megatron tried…" The thin femme reached a servo for her abdomen, the Prime catching her servo and squeezing it. "We know, Soundwave… It's alright. The sparklings are safe, and Jazz was able to get you out just in time." He said in a comforting tone.

Soundwave nodded and the shaking slowly faded as she relaxed, servo clasping her Prime's and leaning her helm against his shoulder. "Can I see them?" She finally asked, voice quiet and meek, breaking Optimus' spark a little more.

 **(Mood music, Safe & Sound)** Looking down at the gently trembling frame, Optimus offered a small, loving smile. "Of course." He murmured, placing a gentle kiss to the top of her helm before wrapping his arms around the fragile frame of his lover, lifting her up into his arms and carrying her through the medbay into another room.

Clinging tightly to the Prime, Soundwave felt safe and warm in his arms, her previously frantic pulsing of her spark calming so close to the spark of the one she loved, and she would've drifted off if she wasn't so worried about her sparklings.

"Here they are."

At the soft testament, Soundwave lifted her helm from where it had been supported against the red shoulder plating, optics falling on two tiny frames curled up together. They were beautiful… Mostly deep blue like Soundwave, with red and silver markings, the gunmetal grey making Soundwave shake a little… The smallest of the two had the Prime's faceplates, but the other's frame was entirely Megatron… Spiked, helm shape, faceplates.

Feeling the trembling of his lover, Optimus tightened his grip on the femme. "They're _ours_." The Prime murmured to the femme in a gentle tone. "Soundwave, look at me."

Soundwave allowed gentle digits at her chin to turn her faceplates towards the Prime, who smiled at her, thumb caressing her faceplating gently. "They're _our_ sparklings… We'll love them and raise them… They're our little twins, alright?"

Hearing those words, and seeing the honestly and love in the blue optics, Soundwave relaxed and smiled faintly up at the mech, optics roaming back over to the two, intertwined, servos gripping each other's plating. A closenes only split sparks or lovers could have. "What are their names?" She asked softly.

Optimus chuckled softly. "I waited for you." He responded, nuzzling her helm gently but carefully watching for any tensing in Soundwave or discomfort in her EM field. When there was neither, he felt a flicker of hope that perhaps Soundwave had been rescued soon enough to keep her from re-entering her state of distrust for other mechs.

"That one could be Nitro…" Soundwave looked up at the Prime with expectant optics, who smiled and nodded. "That'd be a nice name for him… How about Vector for the smaller one?" He asked, Soundwave's smile and nod warming him.

"And how about we make sure the patient is fully recovered before she wanders all over the place?"

Soundwave tensed briefly until her processors caught up to her fear and recognized the voice as Ratchet, allowing the femme to relax slightly and glance up at Optimus, who had a sheepish look on his faceplates. "I carried her, Ratchet." He answered.

The red and white medic strode into the room, faceplates set in a grumpy glare as he looked down at the two, Optimus quickly standing upright. "I've told you many times a patient doesn't go anywhere until I have cleared them." Ratchet responded in annoyance, Soundwave feeling the faint prickle of a scan over her frame before the medic spoke again. "Everything seems to be alright, but I would like to monitor you until I'm certain everything is functioning properly." Ratchet stated, directing it towards Soundwave, who nodded.

Silence fell for a brief moment as Ratchet checked the monitors for the sparklings and looked back at the two standing nearby. "The sparklings are stabilized. I'd say that, from here, they will function properly. However, I would like to keep them incubated until they're plating becomes a little thicker." He added.

Soundwave felt a flicker of worry pass through her. "Plating… weak?" She asked, optics wide with worry as Ratchet looked at her. "It's to be expected with how early you delivered them. They're plating will strengthen quickly with the supplements in their energon." The old mech explained. "You'll have them in your arms before you've realized time has passed." He added in an attempt to comfort Soundwave.

Nodding, the ex-Decepticon offered the medic a small smile. "Soundwave… Grateful." She responded softly, the medic venting. "The least I could do." He responded, looking slightly upset before he turned to Optimus. "No strenuous activity until I say, or else I'll track you down and knock you over the helm." He growled, the Prime nodding soberly. "I wouldn't endanger Soundwave." He responded, his statement seeming to placate Ratchet, who grunted and left the room.

There was silence for several moments while the couple watched the sparklings in their recharge, the moment of reverie broken by a calm, steady voice at the door. "May I come in?"

Two helms shot up to see Prowl standing in the doorway, doorwings tense and held high on his back as he stared at the two in front of the incubator holding the sparklings.

Optimus cleared his intake and glanced at Soundwave before looking to his second again. "Yes, Prowl. Please come in." He responded, the femme in his arms tensing slightly as the Praxian moved closer, casting a glance to the incubated sparklings. "Very handsome little things." He stated in his usual tone. "Do they have names?"

It was Soundwave that spoke up this time, staring through the glass at her sparklings. "Nitro and Vector." She responded in a soft, neutral tone, the autobot SIC nodding with a small smile, silence falling for several moments before Prowl spoke again. "I came to speak with you specifically Soundwave. To apologize for the conditions I forced you to endure." He stated, looking down at the femme.

Soundwave studied the Praxian for several moments before responding. "Soundwave understands Prowl's motives… Prowl did what was best in the present situation. Megatron most likely to execute Chromia if not given Soundwave." The femme stated in a calm tone, cocking her helm. "Prowl wasn't in wrong."

The black and white mech was quiet for several moments before inclining his helm in an appreciative way. "Perhaps you think I was not, but Ironhide was?" He asked, Soundwave smiling faintly. "Ironhide, responded to situation as any sparkmate would… Ironhide, never fully trust Soundwave." She responded. "Soundwave, doesn't hold action taken against Ironhide."

Optimus smiled at the brief exchange, Prowl nodding again, doorwings relaxing ever so slightly as he looked at the sparklings again. "Well I congratulate the both of you… It's been a long time since I've seen sparklings." He gave a brief smile to Soundwave and nod to Optimus before he turned away and left the room quietly.

"Prowl had been second thinking everything once he witnessed Megatron's… Treatment of you." Optimus murmured softly, hugging Soundwave close to him as he felt anger bubble up at the memory of what his SIC had informed him of Megatron's public beating of Soundwave. "When I ordered your rescue, he was one of the first to volunteer… Chromia is angry with Ironhide and refuses to be with him." He vented softly. "I'm sorry you were forced to endure what you were, Soundwave… Had I been online, this wouldn't have happened."

Soundwave leaned up and kissed the bigger mech to silence him, smiling against Optimus' lips when she sensed the surprise in his EM field. Pulling away, the femme smiled up at him faintly. "Soundwave blames no one." She responded.

The Prime smiled back at her. "That's why I love you." He murmured, leaning in to return the kiss.


	12. The End

_-several cycles(days) later-_

"Soundwave?"

The gentle, familiar voice caused Soundwave to look up from tucking Vector and Nitro in, brightening when she saw Chromia standing in the doorway, an expression of uncertainty on her faceplates that Soundwave had never dreamed of seeing on the femme before.

"Chromia!" Soundwave exclaimed, a seriously happy expression on her faceplates as she turned away from the sparkling's berth and moved over to the femme. "I haven't seen you, and I was worried for you." The ex-Decepticon stated, cocking her helm at the sad expression on the blue femme's faceplates. "Chromia?" She asked.

The usually bold and intense femme suddenly broke down into tears, arms wrapping around Soundwave as she tried to keep her sobs quiet. "I'm so sorry, Soundwave! I tried to make them go back for you, but they wouldn't! It's all my fault!" The femme stammered out, surprising Soundwave.

Soundwave guided the femme to sit on the berth, expression sobre. "Chromia… This wasn't your fault. It wasn't Ironhide's fault either." The tall, lithe femme responded.

The blue femme opened her mouth to respond when the alarms went off, blaring with urgency as the power was suddenly lost, Red Alert's voice coming over the comms as he gave the order for the emergency power to be initiated.

"What's happening?" Soundwave whispered urgently, optics wide as she turned her attention to her friend's faceplates, the blue femme suddenly grim and very dangerous looking. "Megatron has lost patience… He's attacked the _Ark_." She responded, turning on her heel and heading for the door.

Soundwave glanced at the twins cuddling together in their berth, worrying her lower lip component before turning to follow after Chromia, the blue femme shaking her helm. "Oh no you don't, you're staying right here." The Autobot femme SIC ordered, holding up a servo.

"I need to help." Soundwave answered with determination, servos gripped in tight fists, standing firm. "It's my fault Megatron's attacked… I need to fight." She responded, Chromia glaring at her, the two femmes locked in a staredown before Chromia looked away. "Fine." She growled out, pointing across the room. "Optimus usually keeps a blaster in the desk."

Nodding, the tall femme moved rapidly across the room, EM field drawn in tight as she made her way over to the desk, rifling through the drawers in search of the afore-mentioned weapon, turning around when she heard the door shut, followed by a soft _click._

"Chromia?" Soundwave called, tensing before moving open to the door, which refused to open. "Chromia!" The femme shouted now, slamming her servo against the unyielding metal.

"Sorry, 'Wave. I can't let you put yourself in danger again." Chromia's voice was muffled by the door between them, but she sounded sincere. "I'll come back for you if anythin' goes wrong."

"Chromia, no! _Chromia!_ " Soundwave shouted, slamming her fist against the door a couple more times, denta set in annoyance.

Nitro cried from behind her, drawing Soundwave's attention to the whimpering sparkling squirming, making distressed clicks and chirps that tugged at her spark, the femme moving over beside the tiny berth.

Hesitating just short of picking up the sparkling, Soundwave stared at the faceplates so similar to the mech that had used her for his every desire. She realized that, regardless of how similar Nitro looked to her rapist, the mechling's own sire would crush is spark if he so much as got close enough.

Scooping up the helpless sparkling, Soundwave cradled him tightly against her chassis, venting heavily. She had protected both sparklings since the beginning, even with the knowledge that they would look like her abuser, even before the moment she had fallen for the enemy leader… She wouldn't stop now. Nitro was hers just as much as any other's.

"My if it isn't the very mech I was searching for!"

Optimus stood firm in the middle of the hallway that led down to the medabay and, beyond that, the living quarters. Denta set, lips in a firm line, the Prime was a barrier on his own even without his two top officers flanking him. "Had I known you were so desperate to order a direct assault, Megatron, I would've saved you the trouble." Optimus responded, tone soft but firm.

The mech across from them, flanked by Starscream and his trine, laughed aloud. "You tire me, Prime." Megatron responded with an edge to his tone. "You're practice of taking in every bot that begs for your mercy makes me wonder how the war wasn't over as soon as it began." Here, the massive Kaonite cocked his helm, an intentional smirk on his faceplates. "How _is_ my old toy?" The warlord purred.

Jazz gave a growl and started forwards, ceasing his movements when his leader's arm barred his path, the saboteur glaring up at his leader then across at Megatron, who looked at him with amusement. "Perhaps I was wrong! Perhaps it was your pet saboteur that bedded my communications officer… I suppose second-hand isn't your thing?"

Now it was Optimus' turn to growl, the sound beginning as a rumbling deep in his core, though it rapidly built up until it was similar to the sound of distant thunder, the usually cerulean optics now a deep shade of blue, the anger in the Autobot's field lashing out at the other.

Megatron, covered in dents and scorch marks, chuckled. He had obviously had to fight his way quite a ways into the _Ark_ , but so had Optimus had to fight his way to intercept his nemesis from reaching the living quarters, and, ultimately, Soundwave.

Thought both mechs stood tall and proud, both were no doubt slightly worn down, and Optimus ground his denta together. "Walk away, Megatron. You might still live a survive another cycle." The Prime ground out.

The Decepticon leader roared with laughter, though Starscream began to realize that Optimus was angry… Angry as in the sense that he had never seen, or even _heard_ , of before. And he took a step backwards, glancing to his trinemates, both of which looked uncertain, then to his leader. "My lord, perhaps it would be in our best interest to retreat. We have casualties on both sides, and Barricade has raided the energon stores." The seeker spoke up in a nonchalant way, though he still cast nervous glances towards the Autobots standing a short section of hall before them. Optimus was angry, but Jazz was angrier. Prowl… Well, was Prowl. Unreadable.

Megatron snarled and rounded on his second, grabbing him by the throat, leaning in close. "We aren't leaving without _my_ femme. Or the sparklings." He growled, the seeker's wings drooping in deference.

Hearing the threat to both his mate _and_ the sparklings he had loved the moment he had set his optics upon the tiny frames cuddled closely in their berth, Optimus roared and charged.

The Decepticons looked up in surprise, though none held the expression of Megatron, watching his usually calm and honourable nemesis barreling towards him.

Shoving Starscream aside, Megatron's sword rasped from it's place beneath his cannon, the warlord shifting his stance to meet the Prime shoulder to shoulder.

The sound of the two crashing together, the sound of angry titans, reverbrated through the ship as Decepticon and Autobot alike attacked with renewed vigour. Shots were fired, talons ripped out circuitry and tore plating from the frames of enemies. Mechs screamed and roared with pain and anger, the walls were tainted with energon as the battle rapidly became one of the fiercest in the long history of Cybertron's war.

Optimus was the fiercest of them all. He grabbed Megatron's blade and twisted, ripping it from it's foundation, the warlord's howl of pain echoing through the corridors as his talons tore into red plating, ripping at protoform and circuitry.

Energon ran freely down both frames, fields lashing out just as fiercely as their fists and pedes did. They fought like animals, snarling and raging at one another, Megatron still taunting the Prime as they each struggled to get the upper servo.

"She called for you." Megatron hissed as he was kicked aside, stumbling but catching himself against the wall, blood stained lip components spreading into a wicked smile. "She wanted you to help her. But I had already taken care of you, hadn't I?"

Optimus snarled, fist connecting with the warlord's faceplates and sending him reeling, the Prime following after him where, in the beginning, he would've waited for Megatron to regain his pedes.

"The _sounds_ she made!" The warlord laughed, pede glancing off of a red hip, crimson optics alight with glee and sadistic pleasure. "I dare say you made her more _entertaining_ with all of your coddling!" Megatron chuckled, reduced to all fours, Optimus having backed off as he tended too, waiting for his enemy to regain his footing. "You saved her before I could fully enjoy her. However, I'm sure that can be remedied in short order."

Optimus saw only red as he screamed with anger and hatred that he had never felt before. That he had never thought he _could_ feel, descending upon the ex-gladiator with a rage never before seen in the usually calm and fair Prime.

Megatron's optics went wide as he scrambled in an attempt to escape from his enemy's rampage, blunt digits tearing into him just as easily as if Optimus had had talons. Plating was ripped loose, and every bot close enough to see forgot to fight as they stared in shock as purple spark-light lit up the space between Prime and Warlord.

Optimus could see the shock and genuine _fear_ in Megatron's optics, but all he could think about was how _Soundwave_ had most likely looked up at the warlord with that same look. But Megatron had never given her mercy, and neither would he.

Snarling like a feral beast, Optimus reached a servo into the bigger mech's chassis, servo closing tightly around the frantically-pulsing orb, holding it for a moment before applying pressure.

Megatron bucked and thrashed, screamed and even _pleaded_ , there in the end. But then his spark shattered, and all resistance ceased, the bright crimson of his optics darkening as the Prime stumbled to his pedes, optics wide and venting heavily. Leaking energon and other mecha fluids as he stood above the graying frame of his enemy.

Just like that, millennial of war had been ended.

The shock quickly exchanged into a torrent of different emotions in the fields surround him. Shock, anger and distress from the Decepticons. Shock, confusion and then joy from his Autobots.

Optimus vaguely heard Starscream calling for a retreat, Autobots rushing past, shouting with triumph and glee as they pursued their enemies.

"Optimus? Optimus are you alright?"

The Prime turned to look down at his second, the Praxian looking up at him with an unreadable expression, but when Optimus tweaked his field he found worry and nervousness there. Which he was grateful for.

"I-I'm not sure, Prowl…" Optimus' voice wavered as he stared down at his servos. "Is it really over?" He dared to ask, clenching his servos into fists.

Prowl was silent for a moment, staring down the smoke-filled hall that the Decepticons had fled down. "Starscream still functions. He will attempt to take control of whatever Decepticons remain." He finally answered, glancing up at his leader. "But Megatron is gone… And I dare say, Starscream may be easier to negotiate with." A twitch of a smile. "But yes. We've done it… It's over."

Soundwave shook where she crouched in the corner furthest from the door. She could hear the sound of a firefight outside, but with Laserbeak docked and no doubt unable to get out of the room, she had no optics on what was truly going on.

Glancing over to where she had hidden her sparklings, Nitro and Vector hidden beneath the desk, wrapped up in all manner of thermal blankets to cushion them, the berth pushed up over the opening to keep them from being easily reached and out of sight.

Soundwave vented softly as she tightly gripped the blaster in her servo, attempting to still the shaking as she waited for… She wasn't sure what she was waiting for. Megatron to come barging through the door, intent to offline her sparklings and drag her back off to the Nemesis? Optimus, frantically searching for her to make sure she was alright? She didn't know… Either way, she wanted to make sure Nitro and Vector were safe. Regardless of what that meant to her.

Pedesteps rapidly approaching jerked Soundwave back to the present, the femme's optics widening as she stood ready, blaster clenched tightly in her servo, frame in a defensive pose before her sparkling's hiding place.

When the door opened, Soundwave aimed the blaster, but it was knocked aside when she was suddenly enveloped in strong arms, crushed tightly to her Prime's chassis.

"Soundwave! Soundwave, are you safe? Where are the sparklings?" The questions rambled on, and Soundwave decided that, at the moment, Optimus wasn't searching for answers… Just to make sure that she was alright. In answer, she wrapped her arms tightly around the bigger mech, optics shutting as she fought coolant from pooling in her optics. "I'm fine. They're fine… It's all fine." She murmured.

Optimus finally pulled away, searching the room as if to make sure there was no one else there, his attention drawn back to the femme in his arms when Soundwave gripped his shoulder tightly. Wide, frightened optics met his own. "Megatron?" She choked out.

Enveloping Soundwave in another tight embrace, Optimus held onto her tightly. "He's gone. Forever, Soundwave." He murmured. "Megatron can't hurt us anymore." He whispered.

It was in this moment that Soundwave finally relaxed, going limp in her lover's arms as she cried, holding onto the Prime as if her function depended on it, optics squeezed shut as coolant rolled down her cheeks.

Gone? It was all over? The war, Megatron? It was almost too good to believe, but Soundwave did anyways. Optimus wouldn't lie to her. It was truly over.

Soft clicks and chirps finally gave Soundwave the incentive to disentangle herself from the Autobot leader, the femme hurrying over to move the berth out of the way, revealing the two sparklings, swaddled in blankets, nestled in a nest of blankets.

Optimus smiled faintly. Soundwave had no doubt been frightened, but her first instinct had been to protect the sparklings as best as she could. Crouching beside her, the Prime wrapped the femme in his arms, drawing her into his lap. "You'll be a good carrier." He murmured gently, caressing the femme's faceplates.

"Soundwave… Will you let me take care of you? Take care of Vector and Nitro… Forever?" The Prime murmured softly, the ex-Decepticon looking up at him with wide optics, though they no longer carried the fear he had seen earlier. "Yes." She murmured, pulling him down into a kiss.

Optimus allowed himself to fully relax for the first time in as long as he could remember, smiling into the kiss as he heard the surprised squeak of one of the sparklings… One of _their_ sparklings.

It was over…

Everything was alright.


End file.
